Issue Report: Carpenter Funds’ Majority Vote Election Standard Advocacy

Beginning in 1999, the United Brotherhood of Carpenters Pension Funds (“Carpenter Funds”) and pension funds associated with the International Brotherhood of Electrical Workers, the Sheet Metal Workers International Union, the Laborers International Union of North America, and the United Association of Plumbers and Pipefitters (collectively “Trades Funds”) began a multi-year dialogue with leading corporations on a series of governance reforms proposed by the Funds. The discussions focused on a set of governance reforms submitted in the form of shareholder proposals to approximately forty corporations.

The goal of the reforms was to create a governance environment that encouraged board and management pursuit of long-term corporate value growth, while providing shareholders appropriate management accountability measures.  The Funds’ proposals reflected the view that governance systems need board and management accountability mechanisms that rely less on the workings of the corporate control market and more on active monitoring by patient owners. A Shareholder – Management Dialogue on Governance Issues & Long-Term Corporate Value. 

The corporate engagement effort culminated in the Carpenter Funds’ recognition that corporate director elections were symbolic and ineffectual in ensuring director accountability to the goal of long-term value creation. To invigorate director elections, the Carpenter Funds in 2003 began a shareholder activism initiative to establish majority voting in these elections. The initiative was rooted in the belief that director elections are the foundation of an effective system of corporate governance that focuses the leadership of corporations on the goal of sustained corporate value growth. The goal of the majority vote campaign was simple: transform corporate director elections into meaningful board and management accountability events.

At the time of the Carpenter Funds’ first submission of majority vote proposals in 2003, plurality voting in the election of directors was the default rule under Section 216(3) of the Delaware General Corporation Law (“DGCL”) and Section 7.28 (a) of the Revised Model Business Corporation Act (“Model Act”). Corporate director elections were universally conducted under a plurality vote standard as nearly all companies defaulted to the plurality standard or placed the plurality vote standard in their bylaws or articles.

As the market for corporate controlled heated up in the 1980’s, state corporate law amendments established the plurality vote default standard, as the existing majority vote standard was not seen as compatible with contested director elections that were a component of the developing takeover market.  Whether intended or not, the establishment of a plurality vote default standard as the prevailing standard in all director elections rendered the voting rights of shareholders virtually meaningless in the vast majority of director elections that were uncontested (elections in which there is the same number of board nominees as and there are open board seats). The application of a plurality vote standard in uncontested director elections means that the election of unopposed management candidates is assured with as little as a single vote.

The goal of the Carpenter and Trades Funds’ majority vote campaign was to establish corporate elections as meaningful governance processes in which shareholders have the right to elect or un-elect their legal representatives. The use of a majority vote standard in uncontested elections would require an uncontested director nominee standing for election to receive a majority of the “votes cast” in order to be elected, if he or she is a first-time nominee, or re-elected, if the nominee is an incumbent director. Alternative majority vote standards, such as a “majority of shares present and eligible to vote at the annual meeting” or a majority of “outstanding shares” are possible, but the “majority of votes cast” version is what has been adopted by virtually all majority vote companies.

Should an incumbent director fail to be re-elected under a majority vote standard, he or she would continue to serve on the board as a “holdover” director under state corporate law. Current provisions of the DGCL (Section 141(b)), and the Model Act (Section 8.05(e)), require that each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. the “holdover rule” necessitated a post-election process to address the status of incumbent directors that are not re-elected, but continue as “holdover” directors. To address “holdover“ director issue, majority vote companies with few exceptions have adopted director resignation policies that obligate company directors to submit irrevocable resignation letters that are triggered by a director nominee’s failure to be re-elected.   The typical director resignation policy sets the timeline and review criteria used by elected directors to review and decide whether to accept or reject a tendered resignation. Virtually every majority vote company has established a post-election resignation requirement in a corporate governance policy or a bylaw.

Outlined below is a chronology of key events in the successful private-ordering advocacy campaign to establish majority voting spearheaded by the Carpenter Funds. The chronology documents the various stages of a campaign that has transformed the vote standard in US corporate elections.

Majority Vote Advocacy Chronology

2004 Proxy Season

Summer 2003: The majority vote issue is defined and the text of a non-binding majority vote shareholder proposal language is prepared by the Carpenter Funds. The initial majority vote proposals contain various majority vote standards, including a majority of votes cast, a majority of shares present and eligible, and a majority of outstanding shares. As the majority vote proposals were being prepared, the U.S. Securities and Exchange Commission issues a report entitled “Staff Report: Review of the Proxy Process Regarding the Nomination and Election of Directors,” Division of Corporation Finance, U.S. Securities and Exchange Commission (July 15, 2003). In the Staff Report, the Staff recommends that the Commission consider revising its rules to provide for a limited proxy access right for shareholder-nominated director nominees.

Fall & Winter 2003: The campaign begins modestly with the Carpenter Funds’ submission of the first majority vote proposals to 12 companies. The U.S. Securities and Exchange Commission issues a proposed rulemaking (Release Nos. 34-48626; IC-26206; File No S7-19-03) on October 14, 2003, entitled “Security Holder Director Nominations” proposing a shareholder proxy access right with a 5% ownership requirement and a two-year minimum holding period.

Spring 2004: The majority vote proposal survives a no-action letter challenge that argued for relief on the grounds that the proposal would force a company to violate state and federal law, and alternatively, that the proposal was impermissibly vague and thus misleading.  The SEC Staff rejects both arguments against the proposal.  See AT&T Wireless Services, Inc. (Feb. 13, 2004). The 12 Carpenter Fund majority vote proposals receive an average level of support of 12%. Proxy voting services, including Institutional Shareholder Services, Inc. (“ISS”), recommend a vote against the majority vote proposals, taking a position that proxy access is the preferred director election reform.

2005 Proxy Season

Fall 2004: Carpenter Funds, joined by other Trades Funds, submit majority vote proposals to 65 companies for the 2005 proxy season. A majority of votes cast standard is selected by the proponents as the preferred majority vote standard. Carpenter Funds submit the first majority vote proposal to a Canadian corporation, Potash Corporation, along with “anti-slate voting” proposals that would allow shareholders to vote on individual board nominees, as slate only voting was a  common practice in Canadian corporate elections.

Winter 2004: The Committee on Corporate Laws of the American Bar Association establishes an “ABA Task Force” chaired by retired Delaware Chancery Court Judge E. Norman Veasey to study the majority vote issue. The Council of Institutional Investors (“CII”) sends a letter to 1,500 of the largest corporations urging their support of majority voting.

Spring 2005:

  • Fifteen Carpenter and Trades Funds majority vote proposals receive majority shareholder support, with 57 proposals receiving an average level of support of 44%.
  • The SEC staff denied no-action relief in response to a second round of company no-action letter requests that advanced a “substantial implementation” argument and a relating “to an election for membership on the company’s board of directors” argument against the proposal.  See American International Group Inc. (March 14, 2005), Delta Air Lines Inc. (February 22, 2005) and Citigroup Inc. (February 14, 2005).
  • A “Majority Vote Work Group” is formed by Carpenter Fund and Trades representatives and 14 leading companies to examine legal and practical issues associated with implementation of a majority vote standard. Corporate participants in the Work Group include: American International Group, Inc.; Baxter International Inc.; Bristol Myers Squibb Company; Chevron Corporation; Cinergy Corp.; Citigroup Inc.; Constellation Energy Group; Dow Chemical Company.; El Paso Corporation; Gap Inc.; Intel Corporation; JPMorgan Chase & Co.; Merrill Lynch & Co., Inc.; Time Warner Inc.; and Wyeth.  The Work Group meets in May, June and September of 2005.
  • The proxy advisory firm, Institutional Shareholder Services (“ISS”) issues a white paper on the majority vote issue entitled “Majority Voting in Director Elections: From the Symbolic to the Democratic.” (April 2005). The white paper concludes that “majority voting represents the next step in the evolution of director elections.”

Summer 2005: The ABA Task Force publishes a majority vote Discussion Paper seeking public comment on various majority vote options. The Majority Vote Work Group submits a joint comment on the ABA’s Discussion Paper. Pfizer, Inc. adopts a governance policy that requires a director nominee who receives a majority of “withhold votes” under a plurality standard to tender a resignation letter to the board for consideration.  This governance policy, which is later adopted by numerous companies, retains the plurality vote standard and becomes known as a “Pfizer” policy or a “Plurality-Plus” policy.

Proxy Season 2006

Fall 2005:

  • Carpenter and Trades Funds increase the number of majority vote proposals to 109 companies for the 2006 proxy season, with the Carpenters Funds submitting 83 proposals.
  • On November 18, ISS issues a voting alert on the majority vote issue indicating it will oppose a shareholder majority vote proposal if the recipient company has adopted a Plurality-Plus (“Pfizer”) director resignation policy that maintains a plurality vote standard.
  • The UBC Funds and the Trades Funds hold to the position that the Pfizer-type plurality-plus standard is not an adequate reform.
  • On December 6 in a “Frequently Asked Questions” document, ISS “clarifies” its November 18 policy on majority voting to indicate that all companies should have a “true majority-vote standard.” The change means that ISS will vote in support of majority vote proposals even at companies that have adopted a Pfizer-type plurality-plus standard.

Winter 2005-2006:

  • The ABA Task Force publishes a Preliminary Report on Director Votingand solicits comments. (January 17, 2006).
  • In January 2006, the Securities and Exchange Commission Staff refuses to permit Hewlett-Packard or Gannett Co. to exclude from their proxy statements majority vote proposals. See Hewlett-Packard (January 5, 2006) and Gannett Co., (January 10, 2006). The Staff rejects the companies’ arguments that they have “substantially implemented” the proposals. Both Hewlett-Packard and Gannett had established Pfizer plurality-plus provisions and argued this effectively implemented the majority vote shareholder proposals that called for a majority vote standard to be established in the respective companies’ bylaws or articles of incorporation.
  • On January 18, 2006, Intel Corporation, a Majority Work Group participant, becomes the first corporation to adopt a majority vote standard in its bylaws, along with a new director resignation policy to address the status of unelected director nominees. In contested elections in which the number of nominees exceeds the number of directors to be elected, a “carve-out” is established calling for the continued use of a plurality vote standard.
  • The ABA Task Force adopts several changes to the Model Business Corporation Act. One revision permits shareholders to adopt a bylaw limiting the term of a director who receives more votes “against” than “for” to a period not to exceed 90 days, while another enables a majority vote director resignation policy to be made enforceable. The Model Act revisions also permit a corporation to alter the “holdover director” rule by provisions in its articles of incorporation. (March 6, 2006).

Spring 2006: Carpenter and Trades’ majority vote proposals win an average of 48% support, with 30 proposals receiving majority support.  Proposals at 31 companies are settled as companies agree to institute a majority vote standard. Majority vote proposals at companies that have adopted “Pfizer” resignation policies receive an average of approximately 42% support.

Summer 2006: Two amendments to the Delaware General Corporation Law (“DGCL”), while not directly establishing a majority vote standard in director elections, facilitate the adoption of the majority vote standard. Under Section 216 of the DGCL, either stockholders or the board of directors of a corporation can unilaterally adopt amendments to the corporation’s bylaws. Section 216 is amended to provide that “[a] bylaw amendment adopted by stockholders which specifies the votes that shall be necessary for the election of directors shall not be further amended or repealed by the board of directors.” Further, DGCL Section 141(b) is amended to facilitate a mechanism for directors to submit resignations that are conditioned upon the occurrence of a future event, including the director’s failure to receive a specified number of votes for election to the board. The amendment also provides that the conditional resignation may be irrevocable when conditioned on the failure of the director to receive a specified percentage of the shares. The DGCL amendments are effective August 1, 2006.

Proxy Season 2007

Fall 2006:

  • Carpenter and Trades Funds’ submit 121 majority vote proposals for the 2007 proxy season, with Carpenter Funds submitting 74 proposals.
  • The Funds start a shareholder proposal initiative in Ohio – where plurality voting is mandated under state corporate law – requesting that several Ohio companies reincorporate in Delaware. (Re-incorporation to Delaware would facilitate corporate adoption of majority vote bylaws.) Several leading Ohio companies that receive the reincorporation proposal work constructively and successfully to change Ohio corporate law to permit majority voting in director elections. The Ohio State Bar Association Council of Delegates approves a corporate law amendment that allows for majority voting and the state legislature subsequently passes the reform.
  • The Majority Vote Work Group issues a Majority Vote Work Group Reportoutlining areas of agreement on the majority vote issue among Work Group participants.

Winter 2007: California adopts legislation which permits companies incorporated in California to elect directors by a majority of votes cast and to limit the term of “holdover” directors to 90 days.

Spring 2007:

  • Carpenter and Trades’ majority vote proposals win an average of 48% votes in favor, with 14 proposals receiving majority support. Proposals at 77 companies are settled as companies agree to institute a majority vote standard.
  • Approximately 47% of the companies in the S&P 500 index have now adopted a majority vote standard in director elections along with a director resignation bylaw or governance policy.
  • Utah adopts changes to the Utah Revised Business Corporation Act which provide that Utah public companies may adopt bylaw provisions which stipulate that a nominee who receives more votes “against” than “for” shall serve for a term which does not exceed 90 days.
  • North Dakota adopts the North Dakota Publicly Traded Corporations Act, which allows public companies incorporated in North Dakota after July 1, 2007 to opt into a group of “shareholder friendly” governance provisions that include majority voting.

Summer 2007: Virginia adopts changes to the Virginia Stock Corporation Act, effective July 1, 2007, that permit Virginia corporations to adopt a majority vote bylaw. Washington amends the Washington Business Corporations Act to permit adoption of a majority vote standard through a bylaw amendment that limits the term of a “holdover director” to 90 days or less.

Proxy Season 2008

Fall 2007:

  • Nevada amends the Nevada General Corporation Law to permit Nevada corporations to adopt majority voting through a bylaw or charter provision.
  • Pfizer, Inc. adopts a majority vote standard in its bylaws, combined with a director resignation policy in its governance guidelines (SEC Form 8K, Oct. 30, 2007).
  • Carpenter and Trades Funds submit 88 majority vote proposals for the 2008 proxy season, with Carpenter Funds submitting 59 proposals.
  • Ohio adopts amendments to the Ohio General Corporation Law permitting Ohio public companies to include majority vote election standards in their charters, beginning January 1, 2008. Majority vote proposals are now permitted at Ohio companies, and Carpenter and Trade Funds submit proposals to a number of Ohio companies.

Spring 2008:

  • Carpenter and Trades’ majority vote proposals win an average of 52% votes in favor, with 9 out of 19 proposals receiving majority support.  Proposals at 69 companies are settled as companies agree to institute a majority vote standard.
  • Approximately 49.5% of the companies in the S&P 500 index and 32.7% of the Russell 1000 Index companies have now adopted a majority vote standard in director elections along with a director resignation bylaw or governance policy.

Proxy Season 2009

Fall 2008: Carpenter and Trades Funds submit 92 majority vote proposals for the 2009 proxy season, with Carpenter Funds submitting 67 proposals.

Spring 2009:

  • Carpenter and Trades’ majority vote proposals win an average of 53% votes in favor, with 13 out of 35 proposals receiving majority support. Proposals at 57 companies are settled as companies agree to institute a majority vote standard.
  • Approximately 60% of the companies in the S&P 500 index have now adopted a majority vote standard in director elections along with a director resignation bylaw or governance policy.

Summer 2009: New York Stock Exchange Rule 452 Amended – The US Securities and Exchange Commission approves an amendment to the NYSE Rule 452 and Section 402.08 of the Listed Company Manual (together, “NYSE Rule 452”), which governs discretionary voting by brokers of shares held in street name when beneficial owners have not instructed their brokers as to how such shares should be voted. The amendment makes uncontested director elections non-routine matters under Rule 452. The change means that brokers will no longer be able to vote in favor of management-sponsored board nominees without instructions from the beneficial holders of the shares in question.

Proxy Season 2010

Fall 2009: Carpenter and Trades Funds submit 80 majority vote proposals for the 2010 proxy season, with Carpenter Funds submitting 58 proposals.

Spring 2010:

  • Carpenter and Trades’ majority vote proposals win an average of 57% votes in favor, with 13 out of 23 proposals receiving majority support. Proposals at 54 companies are settled as companies agree to institute a majority vote standard.
  • Approximately 73% of the companies in the S&P 500 index have now adopted a majority vote standard in director elections along with a director resignation bylaw or governance policy.
  • Over 800 companies in total have adopted a majority vote standard along with a director resignation bylaw or governance policy.

Summer 2010: The US Senate includes a provision in the Dodd-Frank Wall Street Reform and Consumer Protection Act that would codify the majority vote standard in director elections developed in the market over the course of several years: a majority vote standard in the bylaws or articles combined with a requirement that an unelected nominee tender his or her resignation for board consideration. The conference committee, reconciling the Senate and House versions of the bill, drops the majority vote standard provision from the final version of the legislation.

Proxy Season 2011

Fall 2010:

  • Carpenter and Trades Funds submit 59 majority vote proposals for the 2011 proxy season, with Carpenter Funds submitting 38 proposals.
  • CII sends a letterto the Chair of the Delaware State Bar Association’s Section of Corporate Law requesting that the Section consider recommending to the Delaware legislature an amendment to Section 216(3) of the Delaware General Corporation Law (“DGCL”) to provide for majority voting as the default standard in uncontested director elections. The State Bar Association rejects the request in a response letter to CII.
  • CII sends a letterto the Chairman of the Corporate Laws Committee of the Business Law Section of the American Bar Association requesting that the Committee consider amending the Model Business Corporation Act to provide for majority voting as the default vote standard in director elections. The ABA Business Law Section rejects the request in a response letter to the CII.

Spring 2011:

  • Carpenter and Trades Funds proposals win an average of 53% of votes cast, with 5 proposals receiving majority support.  Proposals at 22 companies are settled with companies agreeing to institute a majority vote standard or introduce a management proposal to adopt the standard.
  • Approximately 79% of S&P 500 Index companies have now adopted a majority vote standard, with nearly 1,000 companies in total having adopted the majority vote standard.
  • The United Brotherhood of Carpenters submits a Petition for Rulemaking Concerning Rule 14a-4 Requirements as to Proxyto the U.S. Securities and Exchange Commission asking the SEC to initiate a rulemaking to amend Rule 14a-4(b)(2) (Requirements as to proxy) to eliminate the “withhold authority,” or so-called “withhold authority” vote on the proxy forms used for the election of corporate directors. The Carpenter Petition argues that the widespread adoption of a majority vote standard in director elections provides shareholders a valid opposition vote that has a “legal effect” in determining whether a nominee is elected. The so-called “withhold authority” vote was established decades earlier in a plurality vote environment to provide shareholders a communicative vote to express their opposition to a director nominee. The Petition further argues that the use of the “withhold authority” vote by plurality vote companies is unwarranted, especially in light of the often poor disclosure of the effect of the vote on election outcomes.  The SEC does not respond to the Petition.

Proxy Season 2012

Fall 2011: Carpenter and Trades Funds submit 30 majority vote proposals for the 2012 proxy season, with Carpenter Funds submitting 19 proposals.

Spring 2012:

  • UBC and Trades’ majority vote proposals win an average of 63.2% votes in favor, with 4 of the proposals receiving majority support.  Proposals at 3 companies are settled with companies agreeing to institute a majority vote standard or to introduce a management proposal to adopt the standard.
  • 83% of S&P 500 Index companies have now established a majority vote standard and a total of over 1,000 companies have adopted the majority vote standard.

Summer 2012: During 2012, the Investor Responsibility Research Center Institute, a respected corporate governance research and policy entity, produces a report entitled “The Election of Corporate Directors: What Happened When Shareowners Withhold a Majority of Votes from Director Nominees?” that tracks the vote results in director elections in which directors failed to be elected, or were elected, but received a majority “withhold” vote. The companies tracked in the study are almost exclusively plurality vote standard companies (100 of the 106 companies studied), and only a small percentage of the companies had director resignation policies in place. The study highlights the need for further implementation of the majority vote requirement and elimination of the “withhold” vote used by plurality vote companies in their proxy materials.

Proxy Season 2013

Fall 2012: Carpenter Funds submit 34 majority vote proposals for the 2013 proxy season, with the focus on the remaining companies in the S&P 500 Index that have yet to adopt majority voting.

Spring 2013:

  • The majority of the proposals are settled with the companies agreeing to institute a majority vote standard or bring to a management vote or to introduce a management proposal in support of the standard. Nine of the UBC majority vote proposals go to a vote with the average level of support of 50% of votes cast in favor, with three out of the nine proposals receiving majority support.
  • 87% of the S&P 500 Index companies have now established a majority vote standard and a total of over 1,000 companies have adopted the standard. Additionally, approximately 35% of the companies on the Russell 3000 Index have now adopted a majority vote standard.

Summer 2013: The CII sends a letter to NYSE Euronext requesting that the Exchange adopt a listing standard that would require a company that lists its equity securities on the New York Stock Exchange to adopt a majority vote standard in uncontested elections of directors, with a requirement that incumbent directors who do not receive a majority of votes promptly resign from the board of directors.

Proxy Season 2014

Fall 2013: Carpenter Funds submit 27 majority vote proposals for the 2014 proxy season, with the focus on the remaining companies in the S&P 500 Index that have not yet adopted majority voting.

Winter 2014: The Toronto Stock Exchange adopts a rule requiring listed companies to establish majority voting in uncontested director elections and establish a resignation policy requiring unelected directors to tender their resignations for board consideration. (February 13, 2014)

Spring 2014:

  • The majority of the proposals are settled with eight of the companies agreeing to institute a majority vote standard and fourteen of the UBC majority vote proposals go to a vote with the average level of support of 50% of votes cast in favor, with 6 of the 14 proposals receiving majority support.
  • 90% of the S&P 500 Index companies have now established a majority vote standard and a total of over 1,000 companies have adopted the standard. Additionally, over 40% of the companies on the Russell 3000 Index have now adopted a majority vote standard.

The Carpenter Funds’ decade of activism designed to invigorate the corporate election process through the implementation of a majority vote standard in corporate director elections has been very productive. The advocacy efforts have effectively established an important new accountability mechanism in our system of corporate elections. The majority vote standard injects a new level of accountability into every corporate election in which it is used.

Proxy Season 2015

Fall 2014: The Carpenter Funds for the first time in over a decade took a different approach to the 2015 proxy season and refrained from submitting majority vote proposals to those remaining S&P 500 Index companies still using a plurality vote standard in uncontested elections. Most of these companies, such as Nucor Inc. and ExxonMobil Corporation, had received previous Carpenter Fund proposals which faced strong board opposition and had failed to receive majority support.  The goal was to engage these companies on the topic outside of the context of a submitted shareholder proposal to determine if the companies would be open to moving to the market standard voluntarily. Those engagements were productive with a number of companies, including Nucor Inc. which had received seven previous majority vote proposals.  The engagement endeavor was less productive with several companies, including ExxonMobil.

Proxy Season 2016

Fall 2015: The Carpenter Funds submitted 15 majority vote proposals for the 2016 proxy season, with the focus on the remaining S&P 500 Index companies that have yet to adopt a majority vote standard.

Spring 2016: The board of directors at seven of the 15 companies that received the majority vote proposals agreed to adopt a majority vote standard.  At two of the four companies where the proposals that came to a vote of shareholders, they passed with strong majorities (FirstEnergy – 62.1% For and Netflix, Inc. 87.6% For), while at Cliffs Natural Resources and Monster Beverage, the proposals received less than majority support.

1 – In 1987, the Delaware General Corporation Law was amended to establish a plurality vote standard as the default director election vote standard for corporations incorporated in Delaware.  Corporations simply defaulted to the new plurality standard or put the plurality standard in their bylaws.

2 – All board nominees in uncontested elections using a plurality standard are elected and continue to serve regardless of the number of “withhold” votes.

3 – In determining whether a nominee has received a majority of the votes cast in an election, only the “for” and “against” votes cast are considered in the vote calculation.

4 – The director resignation policy was first adopted by Pfizer, Inc. as an alternative to adopting a majority vote standard in uncontested elections.  Pfizer combined the resignation policy with its plurality vote standard requiring an incumbent director that received a majority of “withhold votes” to tender his or her resignation for board consideration.  The resignation policy was subsequently paired with the majority vote standard to address the status of “holdover” directors.

5 – ISS indicated that in deciding whether or not to vote for the majority vote proposal, it would consider whether a company had a director resignation policy in place with the following features: The policy needs to outline a clear and reasonable timetable for all decision-making regarding the nominee’s status; The policy needs to specify that the process of determining the nominee’s status will be managed by independent directors and must exclude the nominee in question; An outline of a range of remedies that can be considered concerning the nominee needs to be in the policy (for example, acceptance of the resignation, maintaining the director but curing the underlying causes of the withheld votes, etc.), and the final decision on the nominee’s status should be promptly disclosed via an SEC filing.